Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 269796108

13G

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Scott Tarriff

2

Check the Appropriate Box if a Member of a Group*

(a)

o

(b)

x (1)

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
784,419 (See Item 4 herein)

6

Shared Voting Power
1,280,041 (See Item 4 herein)

7

Sole Dispositive Power
784,419 (See Item 4 herein)

8

Shared Dispositive Power
1,280,041(See Item 4 herein)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,064,460 (See Item 4 herein)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row (9)
14.31% (See Item 4 herein)

12

Type of Reporting Person*
IN

CUSIP No. 269796108

13G

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016

2

Check the Appropriate Box if a Member of a Group*

(a)

o

(b)

x (1)

3

SEC Use Only

4

Citizenship or Place of Organization
New Jersey

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 (See Item 4 herein)

6

Shared Voting Power
1,103,680 (See Item 4 herein)

7

Sole Dispositive Power
0 (See Item 4 herein)

8

Shared Dispositive Power
1,103,680 (See Item 4 herein)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,103,680 (See Item 4 herein)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row (9)
7.93% (See Item 4 herein)

12

Type of Reporting Person*
OO

CUSIP No. 269796108

13G

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Michael Graves

2

Check the Appropriate Box if a Member of a Group*

(a)

o

(b)

x (1)

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
75,040(See Item 4 herein)

6

Shared Voting Power
1,103,680 (See Item 4 herein)

7

Sole Dispositive Power
75,040 (See Item 4 herein)

8

Shared Dispositive Power
1,103,680 (See Item 4 herein)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,178,720 (See Item 4 herein)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

11

Percent of Class Represented by Amount in Row (9)
8.43% (See Item 4 herein)

12

Type of Reporting Person*
IN

CUSIP No. 269796108

13G

Item 1.

(a)

Name of Issuer
Eagle Pharmaceuticals, Inc.

(b)

Address of Issuers Principal Executive Offices
50 Tice Boulevard, Suite 315

Woodcliff Lake, NJ 07677

Item 2.

(a)

Name of Person Filing
Scott Tarriff,

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016,

Michael Graves

(together, the Reporting Persons)

(b)

Address of Principal Business Office or, if none, Residence
The address for the principal business office of Scott Tarriff is:

c/o Eagle Pharmaceuticals, Inc.

50 Tice Boulevard, Suite 315

Woodcliff Lake, NJ 07677

The address for the principal business office of the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 is:

1246 University Avenue West

Suite 463

St. Paul, MN 55104

The address for the principal business office of Michael Graves is:

1246 University Avenue West

Suite 463

St. Paul, MN 55104

(c)

Citizenship
Scott Tarriff - United States

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 New Jersey

Michael Graves - United States

(d)

Title of Class of Securities
Common Stock, $0.001 par value per share (the Common Stock)

(e)

CUSIP Number
269796108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________.

CUSIP No. 269796108

13G

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

As of December 31, 2018, Mr. Tarriff beneficially owned 2,064,460 shares of the Issuers Common Stock consisting of (i) 269,918 shares of Common Stock owned directly by him, (ii) 176,361 shares of Common Stock held by Janney Montgomery Scott LLC CUST FBO Scott Tarriff IRA for the Benefit of Mr. Tarriff (the IRA Trust), of which Mr. Tarriff is a trustee and, as such, may be deemed to share voting and dispositive power with respect to all shares held by the IRA Trust, (iii) options to purchase 514,501 shares of Common Stock exercisable within 60 days of December 31, 2018 and (iv) 1,103,680 shares of Common Stock held by the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 (the Family Trust) for the benefit of Mr. Tarriffs spouse and three children, of which Mr. Graves is the trustee, and as such, while Mr. Tarriff may be deemed to share voting and dispositive power with respect to all shares held by the Family Trust, Mr. Tarriff disclaims beneficial ownership with respect to such shares in the Family Trust, except to the extent of his pecuniary interest therein.  Mr. Tarriffs beneficial ownership does not include 63,000 shares of Common Stock underlying performance-based restricted stock units that are subject to vesting on January 1, 2021 to the extent that certain performance objectives are achieved.

As of December 31, 2018, Mr. Graves beneficially owned 1,178,720 shares of the Issuers Common Stock consisting of (i) 1,000 shares of Common Stock owned directly by him, (ii) options to purchase 74,040 shares of Common Stock exercisable within 60 days of December 31, 2018 and (iii) 1,103,680 shares of Common Stock held by the Family Trust for the benefit of Mr. Tarriffs spouse and three children, of which Mr. Graves is the trustee. Mr. Graves disclaims any pecuniary interest with respect to such shares in the Family Trust.

(b)

Percent of class:   

For Mr. Tarriff: based on 13,914,025 shares of the Issuers Common Stock issued and outstanding as of December 31, 2018 (which does not include 2,590,258 treasury shares) as reported by the Issuer to the Reporting Person and assumes the exercise of 514,501 options held by Mr. Tarriff that are exercisable within 60 days of December 31, 2018. As of December 31, 2018, the 2,064,460 shares of the Issuers Common Stock beneficially owned by Mr. Tarriff represented 14.31% of such shares outstanding.

For the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016: based on 13,914,025  shares of the Issuers Common Stock issued and outstanding as of December 31, 2018 (which does not include 2,590,258 treasury shares) as reported by the Issuer to the Reporting Person. As of December 31, 2018, the 1,103,680 shares of the Issuers Common Stock beneficially owned by the Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 represented 7.93% of such shares outstanding.

For Mr. Graves: based on 13,914,025 shares of the Issuers Common Stock issued and outstanding as of December 31, 2018 (which does not include 2,590,258 treasury shares) as reported by the Issuer to the Reporting Person and assumes the exercise of 74,040 options held by Mr. Graves that are exercisable within 60 days of December 31, 2018. As of December 31, 2018, the 1,178,720 shares of the Issuers Common Stock beneficially owned by Mr. Graves represented 8.43% of such shares outstanding.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

Scott Tarriff 784,419

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 0

Michael Graves 75,040

(ii)

Shared power to vote or to direct the vote:    

Scott Tarriff 1,280,041

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 1,103,680

Michael Graves 1,103,680

(iii)

Sole power to dispose or to direct the disposition of:   

Scott Tarriff 784,419

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 0

Michael Graves 75,040

(iv)

Shared power to dispose or to direct the disposition of:   

Scott Tarriff 1,280,041

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016 1,103,680

Michael Graves 1,103,680

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

CUSIP No. 269796108

13G

Item 10.

Certification

Not applicable

February 14, 2019

By:

/s/ Scott Tarriff

Scott Tarriff

Tarriff 2016 Generation Skipping Exempt Family Trust DTD 12/28/2016

By:

/s/ Michael Graves

Name:

Michael Graves

Title:

Trustee

By:

/s/ Michael Graves

Michael Graves